72011125Q00001.pdf

SEE ADDENDUMIS CHECKED

CODE 18a. PAYMENT WILL BE MADE BY

CODE

FACILITYCODE

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER

OFFEROR

CODE 16. ADMINISTERED BYCODE

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X

561990

SIZE STANDARD:

% FOR:SET ASIDE:UNRESTRICTED OR720111

REQUEST FOR

PROPOSAL

(RFP)

INVITATION

FOR BID (IFB)

10. THIS ACQUISITION ISCODE

REQUEST FOR

QUOTE (RFQ)

14. METHOD OF SOLICITATION

13b. RATING

NORTH AMERICAN INDUSTRY

CLASSIFICATION STANDARD

(NAICS):

SMALL BUSINESS

01/10/2025 1700 D

12/03/2024

Armen Karapetyan (No collect calls)

INFORMATION CALL:

FOR SOLICITATION 8. OFFER DUE DATE/LOCAL TIMEb. TELEPHONE NUMBER a. NAME

4. ORDER NUMBER3. AWARD/ 6. SOLICITATION

72011125Q00001

5. SOLICITATION NUMBER

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS 1. REQUISITION NUMBER PAGE OF

1 52 OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30

TELEPHONE NO.

17a. CONTRACTOR/

15. DELIVER TO

00000

9. ISSUED BY

7.

2. CONTRACT NO.

EFFECTIVE DATE

$16.5

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW

ISSUE DATE

DELIVERY FOR FREE ON BOARD

(FOB) DESTINATION UNLESS

BLOCK IS MARKED

11.

SEE SCHEDULE

12. DISCOUNT TERMS THIS CONTRACT IS A RATED

ORDER UNDER THE DEFENSE

PRIORITIES AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

13a.

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

8(A)

USAID/Armenia

WOMEN-OWNED SMALL

BUSINESS (WOSB)

ECONOMICALLY DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

24.

AMOUNT

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SCHEDULE OF SUPPLIES/SERVICES

19.

ITEM NO.

USAID Learning and Evidence Platform

(Use Reverse and/or Attach Additional Sheets as Necessary)

HEREIN, IS ACCEPTED AS TO ITEMS:

X

XX

DATED

Sascha Kemper

. YOUR OFFER ON SOLICITATION (BLOCK 5),

INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH AND DELIVER

ARE

ARE

31c. DATE SIGNED

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

30c. DATE SIGNED 31b. NAME OF CONTRACTING OFFICER (Type or print)

ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL

SHEETS SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED.

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

26. TOTAL AWARD AMOUNT (For Government Use Only)

OFFER

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

ARE NOT ATTACHED.

ARE NOT ATTACHED.

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

30b. NAME AND TITLE OF SIGNER (Type or print)

30a. SIGNATURE OF OFFEROR/CONTRACTOR

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

25. ACCOUNTING AND APPROPRIATION DATA

29. AWARD OF CONTRACT: REFERENCE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32c. DATE 32b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED:

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RECEIVED INSPECTED

40. PAID BY39. S/R VOUCHER NUMBER38. S/R ACCOUNT NUMBER

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COMPLETE

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42a. RECEIVED BY (Print)

41c. DATE41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT

STANDARD FORM 1449 (REV. 11/2021) BACK

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52 2 of

RFQ Issuance Date: December 3, 2024

Questions Submission Closing Date and Time: December 10, 2024 at 17:00 Yerevan, Armenia time

RFQ Closing Date and Time: See blocks 6 and 8 of SF-1449.

Subject: Request for Quotations (RFQ) No. 72011125Q00001 for the Learning and Evidence Platform Activity

Dear Sir or Madam, The United States Agency for International Development (USAID), through the Mission in Armenia, is soliciting quotations from qualified Armenian entities interested in providing the services described in Section 2.0 Statement of Work. USAID/Armenia intends to award one five-year Blanket Purchase Agreement (BPA) with a ceiling price not to exceed $3,555,930.

This RFQ is issued and award will be made in accordance with Federal Acquisition Regulation (FAR) Part 12 (Acquisition of Commercial Products and Commercial Services) and Part 13 (Simplified Acquisition Procedures). The North American Industry Classification System (NAICS) code for this acquisition is 561990. The Authorized Geographical code for this procurement is 937 and 110.

As stated in section 5.1 of this RFQ, this solicitation is limited to local entities, pursuant to Section 7077 of the Consolidated Appropriations Act, 2012. However, it does not preclude interested vendors from subcontracting with non-local entities subject to “Limitation on Subcontracting to Non-Local Entities (July 2014).”

Offers in response to this RFQ must be submitted in accordance with the instructions provided in the RFQ.

Interested vendors must read this entire RFQ thoroughly and in its entirety, including clauses incorporated by reference.

Interested vendors may submit questions, in writing, to the same e-mail addresses noted below by the time specified above.

Interested vendors must send separate technical and cost quotes to Armen Karapetyan at akarapetyan@usaid.gov and Sascha Kemper at skemper@usaid.gov no later than the date and time indicated in Blocks 6 and 8 of the Solicitation form 1449. Quotes must comply with the instructions in section 8. vendors must read and fill in the applicable sections of the solicitation provision 52.212-3 Offeror Representations and Certifications - Commercial Items.

Please note that the vendors must be registered in the System for Award Management (SAM) (https://www.sam.gov) to do business with the U.S. Government by the date the offer is submitted.

USAID intends to make an award immediately following evaluation of the offers without requesting revisions. However, USAID may elect to obtain additional information and/or request revisions from only one offeror or from any number of vendors.

mailto:akarapetyan@usaid.gov mailto:skemper@usaid.gov https://www.sam.gov/

Issuance of this RFQ does not constitute an award commitment on the part of the U.S. Government nor does it commit the U.S. Government to pay for the costs incurred in the preparation and submission of quotes. The Government also reserves the right not to make an award.

Sincerely, Sascha Kemper Contracting Officer

Section 1: Supplies or Service / Prices

1. Brief Description of Services

The purpose of this BPA is to support USAID/Armenia and its implementing partners to improve program management and development impact through collaboration, learning and evidence-based decision-making.

2. Type of Call Orders

Call orders placed under the BPA will be Firm Fixed Price (FFP).

3. Commercial Services

The services specified in this BPA have been determined to be commercial.

[End of Section 1]

Section 2: Statement of Work

1. Program Title

The title of this activity is USAID Learning and Evidence Platform

2. Purpose

USAID/Armenia is committed to fostering a learning-oriented culture and use of robust evidence and analysis, generated by non-biased qualitative and quantitative research to make strategic and programmatic decisions. The Mission seeks to ensure greater coordination and harmonization of Monitoring, Evaluation and Learning (MEL) practices across the technical teams, with an explicit focus on measuring and improving development performance and progress toward achieving the overall goal of the CDCS.

Towards this end, this BPA will support greater rigor and coherence in MEL and CLA efforts, allow greater flexibility to assess changes in Armenia’s development context, support synergies between MEL activities across DOs, and bolster Mission efforts to incorporate learning and adapting throughout the program cycle.

The BPA has the following interlinked objectives:

(a) Learning and adaptive management - Strengthen the Mission’s learning and adaptive management practices and use of evidence for programming decisions by developing, adapting and integrating Collaborating, Learning, and Adapting (CLA) tools and approaches in Mission processes.

(b) Evaluations, assessments, analyses and studies - Design and conduct evaluations, analyses, assessments, and studies to meet the Mission’s need for learning and evidence-based programmatic decision-making.

(c) Performance monitoring - Strengthen the Mission’s and its implementing partners’ performance monitoring systems by developing effective monitoring tools including adoption of digital and virtual tools and geographic information system (GIS) technologies for monitoring performance at the strategy, project and activity levels.

(d) Capacity building - Strengthen Mission’s and local partners’ capacities in monitoring, evaluation, learning, and adaptive management.

To achieve the above objectives, the Supplier must support the Mission in the following areas of work:

● Assessments, analyses, studies;

● Monitoring;

● Evaluations;

● Data management, analyses, visualization, and use;

● CLA and adaptive management; and

● MEL capacity building.

3. Background

USAID’s efforts in Armenia are guided by the 2020-2025 Country Development Cooperation Strategy (CDCS). USAID’s goal is to build Armenia’s capacity and further its commitment to self-reliance, enabling it to seize the opportunity to strategically transition to a more inclusive, democratic, and economically resilient partner. The CDCS outlines two Development Objectives (DO): Democratic transition advanced and Economic security enhanced. USAID/Armenia’s current portfolio implementation covers all nine provinces and the capital.

4. Statement of Work

The Supplier must provide USAID/Armenia with flexible and demand-driven services, including MEL technical support to the Mission for performance management at the goal, DO, and intermediate results levels; designing and conducting evaluations, assessments, surveys, and studies; strengthening Mission knowledge management and learning; and building USAID/Armenia’s and its implementing partners’ MEL/CLA capacity. These efforts will facilitate evidence-based program management decisions, inform the long-term strategic direction of projects and activities and decision-making within the Mission, and enable USAID/Armenia to comply with USAID’s Evaluation Policy and requirements under Automated Directives System (ADS) 201 - Operational Policy for the Program Cycle.

4.1. Assessments, analyses, and studies

The Supplier must conduct research and assessments needed for the design of strategies, programs and activities related to all sectors of Mission’s work, including democracy and governance, economic growth, natural resource management, gender, food security, agriculture, disaster risk reduction, and others that may be added in the future. Tasks may include, but are not limited to, surveys, context and landscape assessments, market analyses, gender and inclusive development analyses, political economy analyses, and other analyses to support CDCS stocktaking. Additionally, the Supplier must prepare other analytical reports as requested, such as syntheses of secondary research, amongst others. In addition to full reports, the Supplier must prepare related knowledge products highlighting essential information from the reports https://www.usaid.gov/sites/default/files/2022-05/CDCS-Armenia-external-September-2025-b.pdf https://www.usaid.gov/sites/default/files/2022-05/CDCS-Armenia-external-September-2025-b.pdf in user-friendly formats, with emphasis on identifying action-oriented key points and defining potential future considerations.

The Supplier must also provide technical and quality control services to USAID/Armenia implementing partners when they conduct large scale surveys and assessments that may be conducted remotely or in person or a combination of the two methods.

4.2. Monitoring

The Supplier must provide monitoring support services that strengthen evidence-based decision-making for design and implementation of development programming. In addition, the Supplier must conduct field-based data collection, verification and data processing.

Monitoring will require traveling to USAID-funded project sites to meet with beneficiaries, conducting appropriate sampling based on the nature of activity and oversight needed, verifying implementation and monitoring data, and developing reports to guide AORs/CORs with adaptive management. The Supplier is responsible for conducting robust monitoring and verification including, but not limited to, recruiting, training, and deploying monitors; developing and/or adapting tools and approaches to collect, store, and analyze data; performing analysis and synthesis of data; and implementing a strong data validation approach to ensure the quality and validity of the data being received from monitors.

The Supplier must participate in the Data Quality Assessments (DQA) conducted by the AOR/CORs and SPO. The Supplier must provide technical support to the implementing partners in addressing issues identified during the DQA.

4.3. Evaluations

The Supplier must design and conduct evaluations for USAID/Armenia in accordance with USAID’s Evaluation Policy (2020) and ADS 201 (Operational Policy for the Program Cycle).

Evaluations will normally be performance evaluations, but may be other types of evaluation that provide learning and feedback on a more regular basis, such as a “developmental evaluation.” The Supplier must recruit, if needed, staff to implement evaluations and deliver analytical products derived from the evaluation; provide all logistical support for in-country teams carrying out data collection and analytical work; facilitate presentations to the Mission, other donors, and partners on the findings; and finalize evaluation reports in coordination with the USAID/Armenia Strategy and Program Office and the appropriate Technical Offices.

For all evaluations, a sufficient level of effort must be included for:

● Team planning meetings at the evaluation inception and for sufficient team preparation or training prior to field work;

● Data collection and analysis, including disclosure of data analysis plans; and

● Drafting reports and presentations of conclusions and recommendations.

The Supplier must develop dissemination materials, such as infographics of evaluation results and summary briefs that incorporate visuals; organize dissemination events; and propose dissemination approaches that encourage utilization of the evaluations when instructed accordingly by USAID.

Evaluation reports must objectively answer the evaluation questions outlined in an evaluation’s SOW and include all elements described in ADS 201mah, USAID Evaluation Report Requirements. The evaluation must adhere to the criteria outlined in ADS 201maa, Criteria to Ensure the Quality of the Evaluation Report.

Evaluations under this BPA will inform specific management decisions at the Mission. As such, the Supplier’s recommendations resulting from evaluations must be clear and actionable.

4.4. Data Management, analyses, visualization, and use

USAID/Armenia and its implementing partners collect a huge quantity of data every year to report progress on activities. The Supplier must support the management, analysis, meta-analysis and visualization of data and data sets to improve the way that USAID/Armenia uses data for decision making.

The Supplier must be able to:

● Develop infographics on themes identified by USAID/Armenia;

● Create dashboards for USAID/Armenia that support programmatic decision making and efficient award management;

● Support USAID/Armenia and its implementing partners in creating and maintaining USAID activity coverage maps and performance results mapping as per the ADS 201 requirements;

● Analyze and visualize context data (technical and cross-cutting) using a geographic lens and creating

GIS information layers to meet Mission’s needs;

● Provide strategic GIS information, maps, and visuals to identify opportunities and gaps for USAID program interventions;

● Support USAID/Armenia in using USAID data reporting platforms such as Development Data Library

(DDL), Development Experience Clearinghouse (DEC), and Development Information Solution (DIS);

● Assist USAID staff to prepare for portfolio reviews by aggregating data and conducting analyses and meta-analyses.

4.5. CLA and adaptive management

The Supplier must support operationalization of CLA practices and adaptive management within USAID/Armenia throughout the Program Cycle. The Supplier must provide technical assistance in identifying learning activities that engage local stakeholders in ways that advance local priorities, build local analytic capacity, and contribute to learning that local actors can use in assessing their own development challenges and devising country-led solutions. The Supplier must be able to:

● Provide technical assistance and support the development and/or improvement and adaptation of tools and practices designed for deliberate learning (e.g., “pause and reflect” sessions, stocktaking, after-action reviews, scenario planning, fail fests), including development and implementation of a Mission CLA Action Plan.

● Develop outcome-level success stories at the Intermediate Results and DO levels, covering one or more sectors of the USAID/Armenia portfolio.

● Facilitate pause and reflect sessions and sectoral working groups, document their outcomes, and support action planning as a follow-up;

● Provide planning, facilitation, and logistics support for meetings, learning events, and other collaboration opportunities;

https://www.usaid.gov/about-us/agency-policy/series-200/references-chapter/201mah https://www.usaid.gov/about-us/agency-policy/series-200/references-chapter/201maa https://www.usaid.gov/about-us/agency-policy/series-200/references-chapter/201maa

● Provide trainings, workshops, clinics, and other learning opportunities to share MEL best practices and tools to help implementing partners, GOAM, and other local entities deepen their MEL capacities and to promote exchanges and networking between them;

● Support Agreement/Contracting Officer’s Representatives (AORs/CORs) and implementing partners to integrate learning into Activity MEL Plans and annual work plans;

● Support SPO in the facilitation/administration of the MEL community of practice;

● Assist in the dissemination of evaluation findings, best practices, and lessons learned from evaluations and other analytical products; and

● Make recommendations to support USAID/Armenia to more effectively integrate CLA into Mission operations.

4.6. Local capacity strengthening on MEL/CLA

The Supplier must facilitate capacity building opportunities for USAID/Armenia and its IPs to increase the application of evidence and analysis to improve adaptive management, which may involve addressing enabling factors such as organizational culture, processes, and resources. The supplier must be able to:

● Identify MEL knowledge or capacity gaps among implementers, USAID staff, and other local partners;

● Develop a MEL capacity development plan and provide MEL technical assistance and training for

USAID/Armenia technical staff and implementing partners;

● Develop and conduct relevant MEL training for USAID/Armenia and IP staff (DQA, Performance Indicator Reference Sheet (PIRS) development, theory of change, evaluation SOWs, CLA, alternative Monitoring methods such as Most Significant Change and Outcome Harvesting, etc.). Training must be relevant for MEL specialists, technical staff and senior management.

● Identify and offer innovative MEL training for institutions and/or individuals beyond the USAID/Armenia and implementing partners.

● Host “office hours" for IPs on MEL topics to help them improve or streamline their reporting or CLA efforts within their activities.

● Assist Mission teams in using data analysis and visualization tools such as Tableau or other as recommended by the Mission.

5. Program Management, Principles, and Relationships

5.1. Relationships with USAID/Armenia

It is critical that the Supplier maintains strong and close working relationships with USAID/Armenia, particularly the COR. Specific requirements will be identified in individual call orders as appropriate.

USAID/Armenia highly values co-creation and co-design, and supports the inclusion of these principles into the implementation of this BPA whenever possible

5.2. Relationships with USAID’s Implementing Partners

When interacting with USAID’s implementing partners, the Supplier must ensure that respective USAID/Armenia’s activity managers and AOR/CORs are aware of the communications and engagements.

USAID will organize a meeting to introduce USAID and IP staff to the BPA’s team to facilitate relationship building with the Supplier.

5.3 Localization

The Supplier must incorporate the principles of ‘Localization’ throughout implementation. Localization at USAID is defined as intentional changes to USAID’s policies, processes, staffing, and funding decisions to support partnerships and programs that equitably empower local actors, strengthen local systems, and facilitate local leadership so that development and humanitarian assistance is more effective and sustainable. Specifically, the Supplier must support the Mission on developing ways to measure the many dimensions of localization for monitoring, learning and reporting purposes.

6. BPA and Order Management

It is instrumental that the Supplier use flexible and adaptable systems to accommodate the Mission's immediate priorities and remain ready to adapt plans within the overall parameters of the Statement of Work (SOW). The Supplier must provide the level of expertise specified by the Mission to complete MEL/CLA tasks within the development sectors of democracy and governance, economic growth, natural resource management, gender, food security, agriculture, and disaster risk reduction.

After issuing a call order, USAID may employ co-creation/development methods to help finalize the questions, the methodology and data collection instruments, involvement of local partners and stakeholders, data analysis and dissemination plan, utilization plan, and the plan for follow-up, if required.

[End of Section 2]

Section 3.0: BPA and Call Order Terms and Conditions

1. Extend of Obligation

USAID is obligated only to the extent of authorized calls actually placed against this BPA by authorized personnel and must not be liable in any manner in the event no calls are made. There will be no minimum or maximum guaranteed quantity.

2. Duration of BPA

The base duration of the BPA is from the effective date (the date is signed by the Contracting Officer) until September 30, 2028. The option duration of the BPA is from October 1, 2028 until 5 years after the effective date.

3. Obligation of Funds

This BPA does not obligate any funds. The Government is obligated only to the extent that an authorized BPA Call Order was issued under the BPA by the Contracting Officer.

4. BPA Ceiling

The BPA ceiling is $3,555,930.

5. BPA Call Order Limitation / BPA Call Order Ceiling

The maximum price per BPA call order issued under this BPA must not exceed US$250,000. The maximum must not be exceeded unless a higher amount is established by modification to this BPA during the base period or options periods. If at any time, the supplier has reason to believe that the cost will exceed the individual order limitation, the supplier must notify the Contracting Officer.

6. BPA Call Order

The Supplier must be willing, ready, and able to complete Call Orders within the designated time period stated in the Call Order.

7. Method of Placing Call Orders / Individuals Authorized to Purchase

The Contracting Officer representing USAID is the only user authorized to place call orders under this BPA.

8. Order / Deliverables

All Call Orders must be acknowledged and accepted by the Supplier within 3 working days. The Supplier must be willing, ready, and able to complete assignments within the designated time periods specified in the BPA Call Order by the Contracting Officer.

Call Order Procedures: Each call order will contain a description of the tasks, deliverables, and a call order start and completion date.

Closeout Procedures: To facilitate closeout of individual call orders placed under this BPA, within thirty

(30) calendar days of completion of any individual call order, the Supplier must present a final invoice to the COR that contains a complete accounting of deliverables completed, dollar amount, and period of performance.

9. Delivery Tickets

All deliverables under a call order must be accompanied by invoices which must contain the following minimum information:

a. Name of supplier

b. BPA number

c. Date of purchase

d. Call Order Number

e. List of deliverables

f. Payment amount per deliverables

g. Deliverable submission date

10. Performance

The following terms and conditions are applicable:

a. All technical direction of the Supplier must come from the designated COR. All contractual issues must be directed to the Contracting Officer.

b. Termination: This BPA may be terminated if the Supplier fails to perform in accordance with the terms and conditions of this BPA and any BPA Call Order established under this BPA, or if deemed in the best interests of the Government. The Supplier must strictly comply with all terms and conditions of the

BPA.

11. Invoices

Upon completion, delivery, and acceptance of services derived from a Call Order, an invoice must be submitted within 10 business days of the completion of the deliverable or upon expiration of the BPA Call Order, whichever occurs first. The invoice must identify the deliverables submitted and accepted, stating the total amount, and supported by receipted copies of the delivery tickets. The invoice must be submitted to the payment office and a copy must be sent to the COR for payment.

12. Contracting Officer’s Authority

The Contracting Officer is the only person authorized to make or approve any changes in the requirements of this BPA, and notwithstanding any provisions contained elsewhere in this BPA, authority remains solely with the Contracting Officer. In the event the Supplier makes any changes at the direction of any person other than the Contracting Officer, the change will be considered to have been made without authority and no adjustment will be made in the BPA terms and conditions, including price.

13. Representative of the Contracting Officer

a. The COR designated for this BPA is: [To be completed at time of award], is authorized to act as an official representative of the Contracting Officer. The alternate designated for this agreement is: [To be completed at time of award] is only authorized to act in the absence of the COR.

b. The COR is designated by the Contracting Officer and authorized to act within the limitations specified herein and written restrictions specifically imposed under the terms of the order and by the Contracting Officer. This authority must extend to the following, which includes but not limited to, inspection, acceptance, or rejection of required deliverables.

c. This designation does not include authority to direct changes in scope, price, terms or conditions of this BPA. The authority herein also does not include authority to execute modifications to the BPA, which require the signature of the Contracting Officer, or to bind the Government by contract in terms of a proposed contract change.

14. Order of Precedence

Any inconsistencies in the BPA must be resolved by giving precedence in the following order:

i. BPA

ii. Individual BPA Call Orders.

15. Supplier’s Administrative and Logistical Arrangements

The Supplier will be responsible for all administrative support and logistics required to fulfill the requirements of any call orders. These will include, but not limited to, all travel arrangements, appointment scheduling, secretarial services, report preparations services, and printing and duplicating services.

[End of Section 3]

Section 4: Contract Clauses and Provisions

1. 52.212-4 Contract Terms and Conditions—Commercial Products and Commercial Services (Nov 2023)

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The Government reserves the right to inspect or test any supplies or services that have been tendered for acceptance. The Government may require repair or replacement of nonconforming supplies or reperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate consideration for acceptance of nonconforming supplies or services. The Government must exercise its post-acceptance rights-

(1) Within a reasonable time after the defect was discovered or should have been discovered;

and

(2) Before any substantial change occurs in the condition of the item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights to receive payment under this contract.

(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at Federal Acquisition Regulation (FAR) 52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.

(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public enemy, acts of the Government in either its sovereign or contractual capacity, https://www.acquisition.gov/far/part-52#FAR_52_233_1 https://www.acquisition.gov/far/part-52#FAR_52_202_1 fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify the Contracting Officer in writing as soon as it is reasonably possible after the commencement of any excusable delay, setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch, and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.

(g) Invoice.

(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to the address designated in the contract to receive invoices. An invoice must include-

(i) Name and address of the Contractor;

(ii) Invoice date and number;

(iii) Contract number, line item number and, if applicable, the order number;

(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;

(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on Government bill of lading;

(vi) Terms of any discount for prompt payment offered;

(vii) Name and address of official to whom payment is to be sent;

(viii) Name, title, and phone number of person to notify in event of defective invoice; and

(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if required elsewhere in this contract.

(x) Electronic funds transfer (EFT) banking information.

(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice, the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Transfer- System for Award Management, or 52.232-34, Payment by Electronic Funds Transfer-Other Than System for Award Management), or applicable agency procedures.

(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.

(2) Invoices will be handled in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and Office of Management and Budget (OMB) prompt payment regulations at 5 CFR Part 1315.

(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided the Contractor is reasonably notified of such claims and proceedings.

(i) Payment.-

(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to the delivery destinations set forth in this contract.

(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act ( 31 U.S.C. 3903) and prompt payment regulations at 5 CFR Part 1315.

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(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate EFT clause.

(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of the invoice. For the purpose of computing the discount earned, payment shall be considered to have been made on the date which appears on the payment check or the specified payment date if an electronic funds transfer payment is made.

(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that the Government has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-

(i) Remit the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the-

(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment);

(B) Affected contract number and delivery order number, if applicable;

(C) Affected line item or subline item, if applicable; and

(D) Contractor point of contact.

(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.

(6) Interest.

(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be the interest rate established by the Secretary of the Treasury as provided in 41 U.S.C. 7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause, and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.

(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under the contract.

(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if–

(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt within 30 days;

(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an installment payment agreement; or

(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer (see 32.607-2).

(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final decision shall identify the same due date as the original demand for payment.

(v) Amounts shall be due at the earliest of the following dates:

(A) The date fixed under this contract.

(B) The date of the first written demand for payment, including any demand for payment resulting from a default termination.

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(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due date and ending on-

(A) The date on which the designated office receives payment from the Contractor;

(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has been withheld as a credit against the contract debt; or

(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to the Contractor.

(vii) The interest charge made under this clause may be reduced under the procedures prescribed in FAR 32.608-2 in effect on the date of this contract.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided under this contract shall remain with the Contractor until, and shall pass to the Government upon:

(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or

(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.

(l) Termination for the Government’s convenience. The Government reserves the right to terminate this contract, or any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The Contractor shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the Contractor’s records.

The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance. In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to the Government upon acceptance, regardless of when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

https://www.acquisition.gov/far/part-32#FAR_32_608_2

(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to the Government for consequential damages resulting from any defect or deficiencies in accepted items.

(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive orders, rules and regulations applicable to its performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C.

1352 relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C. chapter 87, Kickbacks; 49 U.S.C. 40118, Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.

(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence in the following order:

(1) The schedule of supplies/services.

(2) The Assignments, Disputes, Payments, Invoice, Other Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphs of this clause;

(3) The clause at 52.212-5.

(4) Addenda to this solicitation or contract, including any license agreements for computer software.

(5) Solicitation provisions if this is a solicitation.

(6) Other paragraphs of this clause.

(7) The Standard Form 1449.

(8) Other documents, exhibits, and attachments.

(9) The specification.

(t) [Reserved]

(u) Unauthorized Obligations.

(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti- Deficiency Act violation ( 31 U.S.C. 1341), the following shall govern:

(i) Any such clause is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similar legal instrument or agreement is invoked through an "I agree" click box or other comparable mechanism (e.g., "click-wrap" or "browse-wrap" agreements), execution does not bind the Government or any Government authorized end user to such clause.

(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.

(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

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(v) Incorporation by reference. The Contractor’s representations and certifications, including those completed electronically via the System for Award Management (SAM), are incorporated by reference into the contract.

(End of clause)

2. 52.212-5 Contract Terms and Conditions Required To Implement Statutes or Executive Orders— Commercial Products and Commercial Services (Nov 2024)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017) (section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).

(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities (DEC 2023) (Section 1634 of Pub. L. 115-91).

(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (NOV 2021) (Section 889(a)(1)(A) of Pub. L. 115-232).

(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015).

(5) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (MAR 2023) ( 31 U.S.C.

3903 and 10 U.S.C. 3801).

(6) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).

(7) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 ( 19 U.S.C. 3805 note)).

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial products and commercial services:

_X_ (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (NOV 2021) (41 U.S.C. 4704 and 10 U.S.C. 4655).

__ (2) 52.203-13, Contractor Code of Business Ethics and Conduct (NOV 2021) (41 U.S.C. 3509)).

__ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN 2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment Act of 2009.)

_X_ (4) 52.203-17, Contractor Employee Whistleblower Rights (NOV 2023) ( 41 U.S.C. 4712); this clause does not apply to contracts of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community—see FAR 3.900(a).

_X_ (5) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub.

L. 109-282) ( 31 U.S.C. 6101 note).

__ (6) [Reserved].

_X_ (7) 52.204-14, Service Contract Reporting Requirements (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

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__ (8) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (OCT 2016) (Pub. L. 111-117, section 743 of Div. C).

_X_ (9) 52.204-27, Prohibition on a ByteDance Covered Application (JUN 2023) (Section 102 of Division R of Pub. L. 117-328).

__ (10) 52.204-28, Federal Acquisition Supply Chain Security Act Orders—Federal Supply Schedules, Governmentwide Acquisition Contracts, and Multi-Agency Contracts. (DEC 2023) ( Pub. L. 115–390, title

II).

__ (11) (i) 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition. (DEC 2023) ( Pub.

L. 115–390, title II).

__ (ii) Alternate I (DEC 2023) of 52.204-30.

_X_ (12) 52.209-6, Protecting the…